Raffles Capital LTD ("RC")
Raising
USD$ 10 Million
Ten million RC shares to be placed out at US$1 per share, minimum lot of US$10,000 each.
USA Investor
International Investor
WIIFI - What's In It For Investors?
- Exit: $4 (IPO in 36 months)
- Enter: $1 (Reg S and D now)
- Married trade via PEX (buy/sell on private equity platforms)
- Invest for Social Impact
Investors in RC have a great opportunity to earn significant returns on their investment. The company plans to go public on a North American stock exchange in the next 24-36 months, with shares expected to trade at $4 each. This strategic move could mean substantial profits for investors when the company becomes publicly traded.
Currently, RC is offering an enticing investment opportunity at just $1 per share under Regulation D and Regulation S (for international investors). With the growing trend of investing for social impact, the chance to buy in at $1 per share and potentially sell at $4 is very appealing. This low entry point allows investors to join early in the company’s growth trajectory, potentially leading to significant gains when RC eventually goes public.
To further assist investors, RC has arranged for a private equity portal to allow fellow investors to interact and conduct transactions privately. This provides investors with increased flexibility and options for managing their investment portfolios.
About RC
Raffles Capital Pte Ltd is the holding company for Dr Charlie In and his family that hold majority shareholdings in Raffles Financial Group Limited (that provides corporate finance advisory and funding services and listed on Canada Securities Exchange stock code “RICH” ), Apex Financial Group Limited (US incorporated firm that help firms raising funds via Reg A, A+, C, D and S), Victoria Financial Group Ltd (Hong Kong licensed firm that deals with securities dealings, fund management and life and general insurance brokerage), Boustead Wavefront Inc (a Cayman company to be listed on the Nasdaq by June 2024 that provides public listing services for Asian firms). Raffles Capital has minority interests in several public-listed and US private-equity platform listed companies. Raffles Capital latest investment in
Raffles Capital Ltd “RC” (incorporated in Wyoming, United States) acting as venture-accelerator for promising firms that are ready and qualifying for a public listing on a North America bourse within 18-24 months of vesting. RC works with companies that can deliver social impact bringing prosperity and progress to the people and planet. These firms’ purpose must be in alignment with the UN 17 Sustainable Development Goals.
Our principal executive offices are located at 44 School Street, Suite 505, Boston, Massachusetts 02108. Our telephone number at this address is +65 9066 2688. Our agent for service of process in the United States is Cloud Peak Law LLC, located at 1095 Sugar View Dr Ste 500, Sheridan, Wyoming 82801. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices.
Lots of new and promising businesses bursting with potential. But here's the snag – they haven't yet proven themselves successful. And without that track record, getting the funding they need to expand is an uphill battle.
RC’s key role as a venture-accelerator is to secure talents, technologies, territories and tranches of funding for fast growing promising companies. RC does not provide any office or facilities for the ventures. RC acts as the lead advisor and arranger of a venture and orchestrates the various professional service providers to put their resources together to help the clients grow rapidly.
Many promising firms suffer these pain paints and how RC is structured to address them.
- Limited Access To Funding: RC helps firms to reach out to larger pools of investors acting as lead advisor and arranger in their private placements. Other than traditional loans and VC funding, many firms do not have the experience and expertise to reach out to the capital market. Resulting in constraints to their growth and expansion.
- No Seed Money: A typical IPO needs US$2.5+ million to start. RC supports deserving firms by taking care of all private and public listing upfront costs so that they can raise the money they need to expand their business and up their market capitalization.
- Lack Corporate Governance: Investors are very concerned with the management of unlisted companies and fear their lack of governance standards and diligence. RC institute, guide and teach best practice corporate governance standards and ensure compliance through periodic internal audit and reviews.
- Unclear Exit Strategy: Many firms that raise money do not offer a clear and specific exit for the investors resulting in investors inertia. RC’s role is to IPO the firm so that investors are assured that their exits are managed actively by a dedicated force.
- Slow Growth: Even firms with great products or services may not have the capacity, capability and connections to grow rapidly. Investors want to see exponential growth in customers, markets, revenue, cashflow, profits but many ventures do not have the resources to do so. RC links strategic resources like talents, technologies, territories and tranches of funds to help firms accelerate their growth and expansion.
- Strategy: With more than 20 years of investment and advisory experience, RC provides entrepreneurs and their firms with comprehensive strategic counsel aimed at guiding them toward sustainable growth and long-term success. This includes assistance in analyzing market trends, identifying growth opportunities, assessing competitive landscapes, and formulating robust strategies tailored to the unique needs and objectives of each client. Whether it’s entering new markets, launching innovative products, or optimizing operational efficiencies, RC leverages its wealth of experience and industry insights to help clients navigate complex strategic challenges and capitalize on emerging opportunities.
- Funding: Through RC subsidiaries that specialize in corporate finance and fund management, RC offers a full spectrum of funding solutions to support entrepreneurs and fast-growing companies at every stage of their growth journey. This includes access to a diverse network of institutional investors, venture capitalists, private equity firms, family offices, and strategic partners who are actively seeking investment opportunities in promising ventures. Whether it’s seed capital, growth equity, or financing, RC provides customized corporate and finance solutions tailored to the specific capital needs and growth objectives of each client. Additionally, RC’s deep expertise in structuring and executing financing transactions ensures that clients receive optimal funding terms and favorable investment terms.
- Talents with technologies: In today’s fast-paced business landscape, access to top talent and cutting-edge technologies is essential for driving innovation and maintaining a competitive edge. RC actively seeks out talented individuals and technology-driven startups who possess disruptive innovations and transformative ideas with the potential to revolutionize industries. Through strategic partnerships and investment collaborations, RC provides these entrepreneurs with the financial resources, industry expertise, and market access they need to accelerate product development, scale their businesses, and achieve commercial success. Additionally, RC offers flexible financing options, including royalty-based financing, to enable entrepreneurs to access capital without diluting equity ownership.
- Exits: Like all value-driven investors, RC follows the investment axiom “Sell before you buy” to mitigate investment risks and maximize returns for investors. For clients facing challenges from their shareholders for a clear exit, RC offers comprehensive exit strategies and solutions tailored to their specific needs and objectives. This includes facilitating strategic mergers and acquisitions, orchestrating secondary market transactions, and structuring divestiture deals to unlock shareholder value and optimize investment returns. Additionally, RC specializes in identifying and executing value-enhancing transactions, such as injecting promising businesses into underperforming publicly listed companies or assisting owners of publicly listed companies in divesting non-core assets or business units so that the client’s business can be vended in. Through its proactive approach and extensive industry network, RC helps clients to navigate complex exits for their shareholders to achieve desired outcomes for all.
Target Market
RC primary targets are clients with business goals that are in alignment with the United Nations 17 Sustainable Development Goals, also known as Global Goals. RC believes helping clients with products and services that improve the prosperity and peace for the people and planet is of utmost importance. RC wants to play a positive role in helping clients to deliver effective environment, social and governance “ESG” solutions that meet the requirement for sustainable and impact investing.
Over the past 30 years, significant strides have been made in social advancements and technological progress, accompanied by unprecedented economic growth and the uplifting of hundreds of millions from poverty. Furthermore, the transformative digital revolution holds promise in addressing our most pressing social and environmental challenges.
The attainment of the Global Goals promises to establish a world that is holistically sustainable, fostering social equity, environmental resilience, economic prosperity, inclusivity, and predictability. These goals offer a viable blueprint for sustained growth, contingent upon collective action by businesses.
According to a report from Bursa Malaysia, the United Nations Global Goals represent a vast market opportunity estimated at US$12 trillion for enterprising firms serving industries such as food and agriculture, smart cities and urban renewal, green energy and materials, and health and well-being. These sectors constitute around 60 percent of the real economy and play a pivotal role in driving progress towards achieving the Global Goals.
The SDG-related business opportunities identified have the potential to generate nearly 380 million jobs by 2030, accounting for over 10 percent of the projected labor force at that time. It’s important to note that due to substitution effects, not all of these jobs will result in net increases in employment. However, approximately 50 percent of these jobs are concentrated in new infrastructure development and associated sectors, where the likelihood of net job creation is high.
RC focuses on serving firms that are aligned with the Sustainable Development Goals (SDGs) and are seeking funding to accelerate their growth and expansion efforts in order to fulfill their mission-driven objectives.
Our target clients include:
- Socially Responsible Enterprises: RC seeks to partner with businesses that are committed to advancing sustainable development and addressing pressing global challenges through their operations, products, or services. We prioritize firms that demonstrate a strong alignment with one or more SDGs and are dedicated to creating positive social, environmental, and economic impact.
- Impact-driven Startups: We specialize in supporting early-stage and growth-stage startups that are leveraging innovative solutions to address critical societal and environmental issues. Whether it’s renewable energy, sustainable agriculture, clean water and sanitation, or healthcare access, RC is dedicated to empowering startups with the financial resources and strategic guidance they need to scale their impact and drive positive change.
- Purpose-led Organizations: RC caters to purpose-driven organizations, including non-profits, social enterprises, and impact-focused initiatives, that are seeking resources to expand their reach, scale their programs, or launch new initiatives. We understand the unique funding challenges faced by mission-driven organizations and are committed to providing flexible financing solutions tailored to their specific needs and objectives.
- SDG-aligned Corporations: In addition to startups and non-profits, RC also partners with established corporations that are integrating sustainability and social responsibility into their business strategies. Whether it’s green technology investments, sustainable supply chain initiatives, or community development projects, we collaborate with corporations to unlock growth opportunities while advancing the SDGs.
By targeting firms that are SDG-aligned and in need of rapid growth capital to fulfill their purpose, RC aims to catalyze positive social and environmental impact while generating attractive financial returns for our investors.
Annual Growth
RC is working to get 10, 20, 30 clients for financial year 2024, 25, 26 respectively and forecast to enjoy earnings of in financial year 2024, 2025, 2026 of $9m, $44m, $79m respectively. RC is looking at an exponential growth of clients and profits exceeding on average 150% a year. The targeted return on capital employed averaged per year to be 76%.
RC aims to serve at least one new unicorn aspirant with a funding of up to US$2.5 million each to take care of their up-front professional expenses such as audit & accounting, legal and corporate support, lead manager and bookrunner, tax advisor, valuer, investor relations, social media campaign, corporate and governance advisor.
Unfair Advantages
If the investor subscribes for RC shares at $1 each, the possible capital gain can be 170%, 1225% and 2279% for the FY 2024, 2025, 2026 respectively based on the forecasted profit after tax and a price earning multiple of 15 times.
The minimal IPO price of $4 would mean the investor would have enjoyed a capital gain of $3 ($4 IPO price less $1 subscription price), a possible upside of 3 times on the $1 invested.
RC aims to be listed on a North America bourse by 2026.
The above is an illustration of the possible gains and do not portray as a guarantee of performance. Like in any other investments, there are the risks that the forecast and gains may not be realized for many reasons. These forecasts are tabled based on certain assumptions and best efforts and they can vary due to inaccuracies, wrong assumptions, ineffective execution and other reasons. Investors need to study all forecasts carefully and make informed decisions.
Chng Hee Kok – Independent Director – Chairman of Board
- Chng Hee Kok has helmed numerous public companies that are listed on the Malaysia, Singapore and Hong Kong stock exchanges. He has led companies in chemical, paper making, metal fabrication, hospitality and property development, bottled drinks, shipping, commercial buildings and entertainment complexes. Although he has been a Member of Parliament in Singapore for 17 years, he is well versed with the capital markets, corporate finance and governance of public listed companies. He has served on government statutory boards such as Sentosa Development Corporation and Public Utilities Board. He is a fellow member and was a Director of Singapore Institute of Directors. His current interest is in green mobility energy ventures and the global talent and technology transformer programs.
Dr Charlie In – Founder
- Charlie has 40+ years of experience covering sales, marketing, operations, finance, restructuring, M&A, capital sourcing, investments, divestment, IPOs and reverse-takeovers. He was instrumental in arranging the public listing and fundraising for many Chinese companies outside China. He was the Chairman of Direct Marketing Association of Singapore, advisor to Asia Pacific Management Institute, Singapore Peoples’ Association, many listed companies in Australia, Hong Kong and Singapore
- He was Chairman of listed companies in Australia, America, Canada and Singapore
- He has oversight and governance roles in various funds and variable capital companies
Abigail Zhang – Director
- Abigail is the director of her investment company, Marvel Earn Ltd, since 2008. The firm provided investment and advisory services to Chinese companies seeking overseas listing and fundraising. She has worked with companies in the bio-tech, energy, mining, property and service industries and her experience covers working closely with investment banks, auditors, lawyers, valuers and other professionals to prepare companies for IPO, RTO and M&A matters.
- Abigail is dynamic and understands the complexities of capital markets and the type of solutions that Mid-Market companies need. She has expertise in strategic planning and corporate finance.
- After graduating with a marketing diploma in 2003, Ms. Zhang started work for a Beijing biotech firm as sales supervisor responsible for training and development. From 2005 to 2006, she was marketing manager for a Beijing pharmaceutical firm responsible for franchise development and investment. From 2007 to 2009, she worked for a Singapore-based investment firm as investment manager
- In 2010, Abigail led an investment into an energy mining business in Yunnan and Qinhuangdao and listed the firm on the Australian Stock Exchange in April 2012. She served as their executive director until Sep 2014.
- Since March 2015, she has served as executive director (responsible for acquisitions & investments) of ASX-listed Raffles Capital Ltd, a diversified financial services company.
- In 2018, she secured the collaboration and white-labeling of Exante.eu, a platform with 88,000 investment instruments that provides a one-stop 24/7 investment portal offering of shares, debts, indices, futures, funds, unit-trusts, forex including crypto funds of leading exchanges to investors.
- Abigail is also director of Wealth Institute, which provides wealth management advisory, arrangement and A-investor services to PRC entrepreneurs.
Jayren Teo – Managing Director
- Jayren has 10 years of experience in the global technology startup ecosystem. He was the creator of Singapore’s inaugural startup ecosystem map, played a key role in advancing ecosystem development, and Singapore secured an impressive global ranking of #8. Jayren started his entrepreneurial journey at 16, where his first venture, a design and print factory, still operates today. He has experience in Venture Capital, Family Office and Impact Investing.
- He is the founder of a funded Venture-Accelerator and Venture-Builder that bridges the gap between East and West Asia, and has evaluated over 5,000 startup companies and founders. His background in cybersecurity, engineering and business has helped tech founders to turn their ideas into market-ready solutions. For impact, he led various non-profit organizations and championed digitalisation of Southeast Asia at the ASEAN CIO Association. He occasionally conducts workshops and speaks at conferences related to Tech, Startups, Impact and Sustainability.
- Jayren aims to build a better tomorrow for future generations, and is empowered to make a positive impact.
Michael Wan – Chief Financial Officer
- Corporate Finance Advisory, FMCG CFO turned serial entrepreneur in digital marketing, technology startups, business coaching, consulting, training, new market development and education.
- Advisor/Mentor to Startups/SMEs in fundraising and fast-track growth to IPO.
- APAC GM and Family Office Services – Trust management and Investments.
- Ex KPMG /PMM(SG), GETZ/Marmon(USA), C&A/Mondial(EC), CEOSpace(USA), and holds ACCA(UK), MBA(UK), ACTA (SG) certification.
Frequently Ask Questions
RC likes to work with promising fast-growing firms that have goals that are in alignment with the United Nations 17 Sustainable Goals. Simply, firms that can solve peoples pain points and bring peace and prosperity to them and in protecting the planet.
The team is geared up to bring value-added solutions to firms in AI, blockchain, cloud and data analytics, cybersecurity, carbon credit creation & commerce, circular ecosystem, fintech & payments, green, environment enhancement, food security, healthcare, logistic & supply chain, lifestyle & lifeskill, renewable energy, sustainable city development and microcredit solutions. As long as the firm’s goals are in alignment with those of United Nations 17 Sustainable Development Goals, they are our preferred partner for collaboration.
RC aims to outperform by 30% of the past 10 years average annualised return of the MSCI World Index of 11.6% – that is 15% per year expected return! It is a tall order and we believe the funds put into pre-IPO cases can deliver that kind of result each year.
RC goes for firms that are growing rapidly, a sustainable cutting edge in solving the customers’ pain points, profitable and cash flow positive, and a reputation for execution. Most importantly, the firm has the strong desire to get listed to raise more money to grow.
The average years of business and investment experience of RC team members is 25+ years and they bring not only corporate finance specialisation but entrepreneurial expertise. RC managing director who is the youngest of the team ran his first printing business at 14 years old in his bedroom and today he is a sought after counsellor for many industry-wide incubation centres. He is an astute investor with a passion for venture acceleration.
RC is particular with a firm’s execution capability, capacity, control and the antidote is to work with clients that have the highest standard of integrity that delivers rock solid results.
Here are some of the firms we work with and have interest in:
Like in all businesses, there are risks involved and they are not principal protected like a time deposit in a bank. RC adopts strict criteria for on-boarding clients and monitors closely the execution of their plans. RC mitigate the risks by ensuring the clients have the talents and technologies with resources and customers to achieve their business key milestones.
First RC is neither a fund nor an investment company. RC provides clients with venture-acceleration advisory and arrangement services that help them to get talents, technologies, territories and tranches of funding, support and subsidies. In particular, RC works with professionals to help clients get what they specifically lack like financial support and subsidies.
RC is doing a private placement of 10 million shares at US$1 each and the minimal subscription amount is 10,000 shares.
The target raise for this private placement is $10 million and it will be used to support the cost-of-business for up to 5 clients. RC estimates each client needs up-front funds to engage professionals to talent-scout, licence technology, enter new territory, underwrite private & public listings, relate with investors, clear accounts and audit, draft agreements, submit SEC filings, plan tax, get subsidies and grants.
Each quarter, RC will update all shareholders on the company’s performance and explain how the raised funds are being deployed. Shareholders will be updated with RC financial statements, board meeting minutes and disclosures of material information, business challenges and attainments.
RC primary targets are fast growing companies with their business purpose in alignment with the United Nations 17 Sustainable Development Goals. The estimated market size is US$5 trillion to $6.5 trillion by 2030.
RC looks at the client’s growth rate, return on sales, equity return, cash flow and cutting edge. Most important of all, the integrity and proven business experience of the team.
RC pays particular attention to the financial, legal, tax and valuation due diligence plus investigations into the team’s present and past business practices and social contributions.
RC’s main role as venture-accelerator is to provide guidance and resources to clients to help them achieve their business and profit objectives. RC looks for congruence in the client’s strategy and execution of plans; plans are carried out by effective talents and relevant technologies; customers expectations are met by right products and services.
RC is not an investment company and does not have to deal with the volatility of the capital market. Like all businesses, RC and clients are always affected by market conditions. RC focus in such situations is to ensure the client’s strategy and market tactics are relevant.
RC team members have an average of 25+ years of corporate, finance and entrepreneurial experience. The youngest member started his printing business at age 14 and the elder members have business dealings in many industries including public service.
RC does not do the valuation per se and relies on recognised valuers to do so. RC understands contemporary valuation methods but prefers the price to earnings approach.
RC does not trade in securities but are cognisant of the clients’ share price and valuation can be affected by market turbulence.
RC does not charge investors such fees. RC deploys all funds raised to grow the business. RC has a dividend policy of distributing at least 80% of net profit after tax to shareholders. The dividends can be in cash, scrips or its combination.
As RC is not a fund, this private placement is for shares of RC. Investors must hold RC shares for at least one year and also 6-months after public-listing on a stock exchange. RC does not have a share redemption and share buy-back scheme
This private placement is conducted under Regulations D 506(b) which requires RC to file Form D to the SEC within 14 days upon receipt of the investors subscription money.
Although the firm is an unlisted company, RC adopts corporate governance standards of a public-listed company. RC board comprises 2 directors and 1 independent director as Chairman with veto rights. RC holds quarterly board meetings; financial and material information are disclosed to shareholders as an update within 1 day after the meeting.
RC target clients are those with market cap between $200 to $300 million when they are listed and RC can deploy up to $2.5 million for each client as cost-of-business.
Other than the quarterly updates and material disclosures, RC audited financial reports are made available to shareholders to highlight performance and financial health.
RC adopts a within 48-hour disclosure and announcement of all material information and conducts extraordinary general meetings for shareholders to vote on significant changes and substantive transactions that affect the company’s business direction and strategy.
US $10,000 for 10,000 shares is the minimum subscription amount in this raise.
RC will list the various clients and the amount of account receivables. Clients pay RC in cash, scrips or its combination. All financial performance information is made available to all shareholders on RC Investor Relation website. Material information and significant transactions are disclosed and announced within 48-hours.